A willows shade in a spiders web
by RachelEBrown
Summary: Willow Manz is a girl with barley any family left. At the time all she had was an abusive father, her brother Noah, and her Uncle Phil Coulson. She, her dad, and her brother Noah moved to New York for a fresh start. But something happens to Willow that reunites her with her Uncle and helps her find the love of her life Peter Parker. She finds out that Peter is Spider-Man, and she
1. Chapter 1

Prologue

Where do I start….well I guess I could say it all started when I moved to New York after my mother's untimely death. When I met him Peter Parker a.k.a Spider-Man. Now, let me properly introduce myself. I'm Willow Manz, and I've had a rough past year. Most of my family is dead and I'm only close to my Uncle (who's supposed to be dead). When I moved to New York my brother Noah and my dad Wayne were alive. Keywords were alive. If it wasn't for their death, I don't think I would have ever gotten to know him. I think that's a good start, now lets' begin.


	2. Chapter 2

Chapter 2 The first day

On my first day of school we had this huge memorial for some girl named Gwen Stacey a senior who had recently died. I sat down in the second of to the back row of the auditorium, and a skinny guy with dark brown hair sat next to me. His name Peter Parker, I knew that, because he's in my fourth period class. He looked dazed; it also looked like he was holding back tears. I told him he could sit next to me; all he did was shrug his shoulders, and sat down in the seat next to mine.

"Was she a friend of yours?" I ask Peter making an attempt to strike a conversation.

"I guess you could say that." Peter simply replied. I figured that she was really more than a friend, and felt bad for asking. What happened next was worse than me asking him about Gwen, that's for damn sure. My brother is very good at making friends, me not so much, especially after this. Let's just say it had something to do with Flash Thompson, a few others of his jock friends, and my brother being very rude and disrespectful. They decided it would be fun to shout rude things about Gwen. My brother even stood up and started yelling things. I heard someone close yell shut up. It took me awhile to realize it was Peter. But my brother didn't care and continued yelling. I slumped in my chair. As soon as I did Peter looked at me, and instantly figured out we were related. People hated my brother with a passion and that cause me to be one of the most hated people as well. People started yelling at me, telling me I should die. Lovely people right, Peter was pissed he told me to simply get out, and that's what I did, I didn't want to be there anymore. I thought Peter seemed like a pretty cool guy until that moment. Later those feelings would turn into more. The feeling of love.


	3. Chapter 3

Chapter 3 the run-in

Later that night I went outside to get some fresh air. The news of what happened at school earlier traveled fast, and my family was the most hated family in New York. I went downtown, I knew my dad would be home soon, and I didn't want to be there. As I was walking people were giving me dirty looks. I heard people whispering my name and I knew people were pointing. I sighed, we haven't lived in New York for a week, and people already hated me, for something I didn't even do. Typical. I was deep in thought when I ran into someone and fell backwards.

"Are you okay?" I heard a familiar voice ask me as he extended a hand to me.

"I guess," I replied, where have I heard that voice before I'm think as I'm wiping the dirt off my pants. I looked up and realized it was peter.

"Oh, it's you," Peter replied coldly.

"Can we talk?" I asked following him as he was walking away from me.

"Nope"

"Peter, please let me explain." I said before telling my side of the story which was the right side, but Peter didn't believe me. Peter began yelling at me and I yelled back. He stopped in front of a house.

"Is this…" I was cut off by peter.

"Yes this is my house, now please leave."

"Fine," I said turning to go. Completely unaware of what I would find at home.


	4. Chapter 4

Chapter 4 Death with an unexpected out comes

When I got home it was around 7:15. When I got to the front porch I saw beer cans lying all across of it. Shit, I thought, dads been drinking tonight. If you thought my dad's flip out earlier was bad you were wrong, dead wrong. I heard glass shattered and I ran inside and saw a body lying on the floor.

"That will teach you, you little shit!"

"Dad?"

"Willow get your ass up here right now!" For some reason I listened and saw Noah lying on the floor a bloody mess. He was bleeding out of his skull with glass plunged into his head.

"You killed him!"

"He deserved it for the stunt he played at school today. You deserve to die too Willow."

"I had….."

"Save it Willow, you and your brother never act alone. Now come to daddy and let me take care of you."

"No!"

"Don't say no to your father Willow!" I started to run, but my dad grabbed my arm. My dad spun my around and slapped me across the face. I yelped in pain, but I knew if I didn't fight back I'd end up dead, just like my brother. I kicked my dad in the groan. I began to run again and he ran after me. I ran out to the yard and began to run down town. I looked behind me and saw my dad's car chasing after me.

"Shit," I whispered and began to run for my life again. I was growing tired, but I knew I couldn't stop running. My life depended on it. I don't know how this happened but when I ran behind some buildings, and took some twists and turns I ended up in front of Peters' house.

Peter was the only person in this town I knew, well kind of knew, and even though he hated my guts I knocked on the door. I began to cry as I thought about my brothers' dead body lying on the floor. I began to cry harder at what my dad said. I looked at my watch, and it read 8:00. I decided to leave; I knew this was a long shot. As I turned to leave the door opened.

"Peter!" I shouted, I'd never been so happy to see someone in my life.

"What do you want?" Peter asked, he was about to say something else but stopped when he noticed my tears.

"Look I know you don't care at all about me, but my dad, my dad, and my brother." I without crying. The anger on Peter's face turned to a look of concern.

"Look my aunt isn't here, but would you like to come in?" All I could do was nod my head as tears began to fall again. Peter showed me inside, and looked at me with his big brown eyes. After a while I finally began to calm down. Peter put his hand on my knee.

"Would you like to tell me what's going on?" I opened my mouth to speak. As soon as I did, we heard a horn honk and tires screaking. We both shot up and headed outside.

I began to cry at what I saw. My dad was dead, and the other guy looked pretty bad too.

"Is that your dad?" all I could do was nod my head as I began to have a full blown panic attack. My brother and dad dying on the same day were too much for me to handle. I heard cop cars and ambulances before I passed out.


	5. Chapter 5

Chapter 5 An unexpected return and with forgiveness comes a friend

I woke up in a dark hospital room. I sat up, and the events of that night quickly replayed in my head, maybe it was a few nights ago. I had no clue how long I was out. The images of my brother, my dad, and Peter quickly came to me. The panic attack, the shattering glass, the bodies, all of it came back in my mind like a waterfall. I moaned at the thought of it, and lay back down. I looked to the side and realized the bathroom light was on.

"Peter?" I asked.

"Not quite." I heard my last family member said.

"Uncle Phil!" He ran towards my bed after he turned off the bathroom light.

"Are you alright?" My Uncle asked with concern.

"I'm fine." I said dismissing his concern. Outside the room Peter was talking to officer Vincard and Officer Matthews about happened earlier that night.

"Thank-you for answering the questions and helping us get a better understanding of what happened earlier this evening.

"You're welcome." Peter replied and the Officers left. Peter was tired and not going to school the next day. He was probably going home in the morning, maybe in the afternoon. He wanted answers too about what happened earlier with Willow and her dad. Peter no longer thought Willow had something to do with what happened to school. Peter realized Willow was a sweet girl, and he also realized he was begging to grow feeling for her.

Back in the hospital room the police knocked on the door and when they heard a come in, they entered. They asked me some questions and then left. As they were shutting the door a hand stopped the door from closing.

"Mind if I come in?" I heard Peter ask.

"Not at all, come in." I said and Peter sat down. It was silent until Willow spoke.

"Hey, Uncle Phil, could you like not be here right now?"

"Are you sure?" Phil asked slightly looking at Peter, he knew he had seen him before, he just wasn't sure where.

"Yeah, I'm sure." With that Phil got up and said he'd be back later

"What happened earlier tonight?" Peter asked softly looking into my eyes. I looked at him with tears in my eyes, and told him. He listened and it seemed he cared a lot. It was within that moment I knew I was falling for him. Peter put an arm around me.

"Peter?" I asked

"Yes willow?"

"About what happened at…" Peter cut me off

"Forget about it, I realize now you had nothing to do with it. After that Peter and I talked about our lives we grew really close, like we were best friends. Maybe that night that's what we had become.


	6. Chapter 6

Chapter 6 he failed us, now we have to kill her.

"He failed us! I can't believe he failed us!" Iris shouted or as you knows her by Officer Matthews.

"Iris, calm down." Said Chris, or as you know him Officer Viscard. "Iris remember we're mutants okay, we can take care of Willow, and she won't stand a chance."

"The X-Men"

"They're busy with Magneto; they have no time for us."

"How about Spider-Man, the Avengers, or Willows stupid Uncle!" Iris shouted.

"Iris you are over thinking this, we can take care of them."

"No we can't!"

"Yes we can! We can kill Willow's Uncle, we can take Spider-Man, and we're not a global threat, so we have no reason to worry about the Avengers.

"Okay, I guess you're right."

"I always am." Chris smiled and then kissed Iris on the cheek.

"Come on" Iris said "we have work to do."


	7. Chapter 7

Chapter 7 Welcome back Weeping Willow

The first week of school was long for everyone but me. I went back to Fan Field California for my brother's and my dad's funeral. Lots of my brother's old friends showed up and some of my dad's old co-workers. No one really cried over my dad, expect for me because he was dad. I was on the news a lot unfortunately, and that's how I got my nick-name Weeping Willow. Fitting, a girl who only has a Uncle and one friend, but I don't really care. I kind of like the nick-name, kind of.

So, on Monday I went back to school, even though my Uncle insisted that I took a mental health day. I should have taken the mental health day, but I really wanted to see Peter. Even though people later realized I had nothing to do with the whole Gwen Stacey thing, people still gave me strange looks from all my fellow peers and teachers. A few looks I got were looks of pity and I hate getting looks of pity with all my heart. A few people came up to me during the day and told me they were sorry for my losses, but I could smell the bull shit coming out of their mouths.

The only good part of my day was seeing Peter; he sits right next to me in our world studies class. He was making funny faces at my every time Mr. Burrow's back was turned. When lunch came around Flash and his idiotic jock friends came up to Peter and myself at lunch.

"Willow."

"Flash"

"You know it's such a shame you're brother died. Then again it really sucks that you're father murdered him. It's also a shame that you ran out of the house, and your dad died. If you ask me in a way you killed your father. Now if you ask me Weeping Willow…."

"If you ask me you should leave Flash." Peter said after he interrupted Flash.

"I wasn't finished Pete, now as I was saying. Instead of your brother dying, it should have been you Willow. All you are is a weak useless waste of life." With that Flash walked away. I was burning on the inside. I looked at Peter.

"I'll be right back," I mumbled. I got up and walked away. When I was out of sight I began to run. I ran into the woods only to find I have gifts like no others


	8. Chapter 8

Chapter 8 Gifts like no others

When I ran into the woods I felt like I was on fire. I latterly had a fire in my eyes. I let out a scream as I began to cry. Who would say that to someone I thought, but then I remembered that Flash is a jerk. I began to smell smoke. I turned around to see part of the woods in flames. What the fuck I thought as I looked at my hands that had fire on them. I hit them on the ground, but the fire on my hands wouldn't go out. Instead the ground around me was on fire. The fire was crawling up my legs. The wired thing is my legs didn't burn, they were fine. That's when I realized I had caused the fire without using a match, but my anger. I heard screaming from peers and I heard a fire truck. I had to get out of there and fast.

I didn't know how to get out. Then all of a sudden I began hovering and that hovering turned into flying. The fire truck got to the woods as soon as I left. Which was a good thing, if I would have been found in there; it wouldn't have been good for me. I looked at my body once I got back to the school, the fire was gone and I didn't smell like smoke.

"Where were you?" Peter asked me franticly, it looked like he was very worried for me.

"In the bathroom." I said. After I said that Peter hugged me. I was a little surprised at first, but then I wrapped my arms around him.

"I was worried you were in there."

"In where?" I ask, playing stupid, but Peter not knowing didn't know I was playing stupid.

"In the woods," Peter said pointing the woods up in flames. It was in that moment I realized how bad I destroyed the woods. If anyone found out I'd be toast. There was one person I was going to tell. That person, my Uncle Phil Coulson of S.H.I.E.L.D. who deals with weird stuff like this all the time. The only thing I was wondering was if he has ever dealt with a mutant.


	9. Chapter 9

Chapter 9 Telling Phil

When I got home I was debating if I really wanted to tell Phil. I decided to tell him, not only was he my legal guardian, but he's also an agent, surely he'd know what to do. I heard Phil say that dinner was ready, so I went down stairs to join him. When I got down stairs I realized it was 7:30.

"You've been quite ever since you got home. Are you okay?" I nodded.

"How do you feel about mutants?" Phil looked at me funny when I asked him this.

"Um… It depends if they threaten the world once they learn how to use their mutations. Why do you ask." I closed my eyes and sighed. When I opened my eyes he looked at me with concern.

"The fire that happened today during school, I stared it. I was angry; my emanations were out of control. I must have done something because when I turned around the woods was up in flames. I looked at my hands, and they were on fire. I didn't burn, I was fine. When I heard the fire trucks I flew over the woods. Phil looked at me and cleared his throat before he stared speaking.

"Your mother was a mutant. She could fly. I somehow taught her how to control her mutation. I nodded.

"Phil, what are we going to do? I can do a whole lot more than just fly."

"We'll figure it out before Friday, I promise. Until you can control it don't do anything stupid. I nodded we ate the rest of dinner in silence. I was helping Phil clean up when he told me I should probably get ready for bed. I nodded and went to shower; I dried my dark brown hair, brushed it, and put it in a high pony tail. After that I brushed my teeth afterwards, I went downstairs to say goodnight to my Uncle. When I said that he looked at me like I just killed someone, typical I though as I lay down in bed. That unwanted feeling never goes away I thought drifting off to sleep.


	10. Chapter 10

Chapter 10 Friday is trouble day

So, when Friday came around I was in a good mood. Which is no surprise because today was the day I was going to Brooklyn to figure out about my mutations, and more importantly how to control them. The bell rang for fourth period world studies to begin. I was running a little late because I fell down the stairs.

"You're late." Mr. Burrows stated.

"I know." I simply replied

"What are we going to do about that?" I shrugged my shoulders

"Change when the bell rings." I said with a smirk on my face. Some girl in the back of the class laughed, and Peter looked at me like I was crazy. That was the first time I did something like that, and I'm not going to lie it felt good. The class looked at me with big eyes. Mr. Burrows was one of the strictest teachers, and no one in their right mind would say that to him.

Mr. Burrows gave the class a stern look and turned back towards me "Just take your seat Willow." I walked to my seat clearly very proud of what I just said. When I sat down Mr. Burrows began talking again.

"Take out your completed homework assignments, and put them in the basket." I looked at Peter who was taking out his completed homework assignment.

"We had homework."

"Yeah, you didn't do it?"

"No, I didn't even know we had any."

"He said it was due like five times yesterday."

"Well it's not my fault he's so boring he puts the entire class to sleep." Peter rolled his eyes playfully and chuckled

"You're hopeless."

"I know." I replied getting worried. Not only did I sass off to him, but I didn't do his stupid homework assignment. Peter got up and put his paper in the basket, and sat back down. Mr. Burrows began looking through the basket. Everybody's homework was in it expect for mine and some girl named Lisa who was in two other classes of mine to. The only reason why Lisa's homework wasn't in the basket was because she was gone.

"Willow, why isn't your paper in the basket?"

"Because I didn't do it"

"Why didn't you do it?"

"I had a lot of other homework to do, and I spaced with this assignment." I lied.

"What's our class motto Miss. Manz?"

"If you're not going to do your work or participate don't show up."

"Then why are you here because you clearly don't care to show up on time."

"You know that's a good question. And I have an answer actually. You see Mr. Burrows your class is so boring it's a great time to sleep. In fact your class…"

"That's it Will….."

"I wasn't finished. As I was saying your class is so boring it could put someone with Insomnia to sleep in five minutes."

"That's it Willow. You have detention after school today."

"Yeah, I'm not going to be able to make it. I have this um this um really, really, really important thing I have to do this weekend, and I'm going right after school. But we can reschedule sometime, does Monday work for you?" I could feel a fire burning inside. Crap I thought. If I lose my temper people will find out my secret. Mr. Burrows was about to say something else, but then the phone rang.

"Mr. Burrows room." I could tell Mr. Burrows was growing upset with what this person was saying. "Yes, yes she'll be right there, goodbye." I stood there waiting for Mr. Burrows to begin yelling at me again, but instead he handed me a pass.

"Your Uncle is here to pick you up, grab your stuff and go."

"Okay." I said and headed back to my seat. I looked at Peter and told him I'd see him on Monday. He nodded and Mr. Burrows just looked at me as I left. He started giving the class that days lesson when I poked my head back in.

"Oh, and Mr. Teacher, I'll see you Monday after school." I said smiling. When I left I realize I was calmer, which is a good thing because things would not have been pretty. I thought controlling my mutation was easy, I was wrong.


	11. Chapter 11

Chapter 11 my mutation my problem  
>I got into the car "You're early."<br>"Yes I am."  
>"So where are we going in Brooklyn."<br>"You're going to Charles Xavier."  
>"Who's that?"<br>"He runs a school for mutants."  
>"Wait I'm not going to school there am I?"<br>"No you're not."  
>"Okay good." We drove a while in silence until I broke it.<br>"Oh, so on Monday I'm going to be a little late?"  
>"Why?"<br>"I got dentation."  
>"What did you do?"<br>"I talked back to a teacher. But in my defense he was way out of line." All my Uncle could do was shake his head.  
>"You're so much like your mother." After that the whole car ride there was quite. Phil finally pulled into the school at four. We would have been there sooner, but he got lost, how he became a secret government agent is beyond me. My Uncle gave me a look before speaking.<br>"You know I love your right?"  
>"Yeah of course I know."<br>"And you know I still love you the same even though you're a mutant right?"  
>"Yeah, yeah I know that." I said grabbing my bags. When I grabbed my bags it looked like he didn't believe me.<br>"I'll see you Sunday, okay."  
>"Okay."<br>"Oh, and Phil?"  
>"Yeah?"<br>"I love you."  
>"I love you too. Be good." I nodded and turned my back to the car and began walking up the stone path to the school that would be my home for the weekend. When I reached the front door I was greeted by an old man in a wheel chair, and another man who looked grumpy.<br>"Welcome Miss. Manz. I'm Professor Charles Xavier, and this is Professor Logan. I nodded my head. "He'll be your mentor for the weekend." I nodded my head again as he told what was going to happen this weekend. After that we finally went inside.  
>"Logan will you please take Willow's bags to her room?" Logan just mumbled sure, he was gone so fast I didn't even have a chance to thanks. Charles asked me some questions on what happened. I told him. I told him that I could make fire, and I could fly. I also told him that my mom could only fly. That's when I heard Charles sigh.<br>"I always knew there'd be a mutant like you."  
>"What do you mean?"<br>"I've always known that there was a mutant that could take other mutants mutations once they had passed."  
>"Oh." Was all I could reply with.<br>"Yes and there's only one who can do that. You." At that moment a girl with white hair walked in the room.  
>"What do you need Professor?"<br>"I need you to help Logan with this one, she's special, in fact she's the one." The white haired woman must have known what he was talking about.  
>"Good." She turned to me.<br>"I'm Professor Storm."  
>"Willow." I said in return.<br>"Let's begin training."

After a long weekend of about my mutations and how to control the ones I have, and more importantly what to do when I get a new mutation. I thanked them before leaving. They even taught me to fight in case it was needed which was a good thing because little did I know I'd be fighting later. I began packing my things; even though I had fun I couldn't wait to leave.


	12. Chapter 12

Chapter 12 those who now know

"Chris I got some news on Willow."

"What is it?"

"She's a mutant, like us."

"Do you think she'll join us?"

"No, I saw her going to Charles school."

"So we still have to destroy her. Sounds easy enough."

"I don't think so"

"Why do you say that Iris?"

"Because, she's the special one."

We'll get her Iris."

"Are you sure?"

"Positive."

"But she's friends with Peter."

"Spider-Man?"

"Yes."

"Does she know he's Spider-Freak?"

"I don't think so….."

"Either way we'll still destroy them both"

"But…."

"No buts' about it Iris." Chris kissed Iris passionately on the lips.

"We'll get them both, don't worry Iris." With that they both began planning how they were going to get Peter and myself.


	13. Chapter 13

Chapter 13 The truth always outs

It was Sunday night when I went for my nightly walk. The sun was begging to go down, and it was becoming breeze outside. Mothers were calling their children inside for the night. An average town I thought, expect for the mutant in it. I was walking down town when I texted Peter.

'Hey, meet in the park in 20 minutes.' I instantly got a reply

'Sure thing, see you then.' I turned around and started walking towards the park. I can't believe I'm gonna say this, but I'm deeply in love with Peter. When I first I thought he was a total dick face, but now I'm head over heels for him. Anyways, to get to the park I had to go through an ally. Remember, this is New York and there are some strange people in New York. As soon as I turned into the ally I heard a male voice.

"Hey, where are you going?"

"Home," I lied.

"Well come over her and plant a kiss on my lips."

"I'm good," I said shakily. I turned my back to him. He quickly picked me up and slammed me into the wall.

"Now, I'm going to ask you one more time. How about you plant a kiss on my lips." The old guy said holding a knife to my throat. I looked above me and saw a man in a skin tight red and blue suit. Spider-Man, I thought. I was completely unaware that I knew him. I finally looked back at the guy who held a knife at my throat. I lifted my arm up to freeze the guy and erase his memory of what happened when he grabbed my arm and added pressure to it. I yelped a little from the pain, but still managed to freeze his ass.

"Willow." I turned around expecting to see Peter, but I didn't, in fact I saw no one.

"Hello?"

"Up here." I looked up

"Oh, hey what's up?"

"I didn't know you were a….." Spider-Man's voice trailed off.

"A mutant."

"Yeah." He hopped down and looked me in the eyes. "It's alright I'm not going to tell, I promise."

"I'd believe you, if I knew who you were." I said as I started to reach for his mask I got it half way up his chin, but then he stopped me.

"How do I know I can trust you?" I sighed unsure how to answer. "Hey, hey I'm just kidding, I know I can trust you." With that he took off his mask.

"Peter." I said shocked. Peter came up to me and touched my face.

"Are you surprised?"

"Just a little." With that peter just smiled.

"Is this why you wanted to meet me?" I nodded my head.

"Do you still want to talk about it?"

"Yeah, yeah I do." After that we started to leave.

"Oh, hold on a second I forgot something. Peter looked at me funny when I took off my sweatshirt.

"I know you're name." the frozen guy stated. I put my fingers on his temples and took a way his memory of what happened that night. If I wanted to I could have erased his whole memory, which I should have done because he almost raped me, but I was in a good mood. After I did took a way part of his memory he fell on the ground. Peter looked at me bugged eyed.

"Oh, relax." I said whipping my finger prints off the guy. When I turned around peter had jeans and a sweatshirt on. At that I looked at him funny.

"Oh relax, put them on over my suit. We began to walk again. Peter asked me some questions about my mutation. And I answered them. I told him how I started the fire, and he listened closely, he didn't interrupt, he didn't run a way in fear. When I was finished he made references to his own life. I was falling more in love with him by the second. He had the best, hair, the best eyes, the best smile, but most importantly the best personality. We stopped talking about my mutation and his ability's once we got to the park. We looked at each other for a long time, until we both began to lean in. Both our eyes were closed as our lips meet. They fit perfectly together. Peter held my chin a little, and I put my arms around his neck, as we continued the passionate kiss. But we were both completely unaware that we were both being watched by his next enemy and my first.


	14. Chapter 14

Chapter 14 P.S. I know who you are

"Is that them? Chris nodded his head.

"So we also have to kill Spider-Freak?"

"Yup, such a shame to, I would have preferred to let him live."

"Hey Chris, I got a video of her attacking some guy."

"Good edit her face out. Is Spider-Man in it?"

"Yes."

"Good, edit her face out of the video and keep Spider-Man in it. I'll make a call to the school and ask for an all school assembly that explains the dangers of knowing someone who's a mutant and not reporting it."

"But, there's no danger of it."

"We lie, we scare them."

"Got it, hey, Spider-Man takes his mask off."

"Edit that part out Iris dear."

"Okay, let's get to work." And with that they were both working, getting ready for what the next day would hold."


	15. Chapter 15

Chapter 15 all school assembly

Fourth period is when we went to the assembly, and we all gathered in the auditorium like a herd on Sheep's.

Why are we here anyways?" I asked Peter.

"I don't know, but I heard some teachers talking about it. They said it was important." Peter said as we were sitting down in the front.

"I'm sure it is important." I said with doubt in my voice. What teachers say is important most of the time. There was this one time at my old school my Math teacher gave us all this paper, she said it was important, and the paper was a sheet for a stupid field trip. After that we sat in silence for a while, until I broke it.

"Do you think anyone saw us last night?"

"No I don't, you whipped your fingerprints off the body. No one saw what you did yesterday except for me. You're safe."

"I feel safer when you're around."

"Why's that?" Peter asked smiling.

"You know why Spider-Man." I whispered the last part, so no one heard. Peter leaned in and kissed me. After a while I broke away.

"Peter, Mr. Burrows is right over there." I said and pointed to him.

"I don't care; we've both been in trouble before." I was about to say something else, but Dr. Thompson or principle walked on the stage.

"Good morning boys and girls, today we have Officer Matthews and Officer Vincard here to talk about the dangers of mutants and the dangers of knowing them, and most important not reporting you've seen one." I shifted in my seat uncomfortably. Peter noticed this and put an arm around me.

"Don't worry, you have nothing to worry about." I smiled at Peter. I know I've heard there names somewhere other than the hospital the other day, but I couldn't put my finger on it. The fact that I've heard there names somewhere else made me very uncomfortable.

Officer Matthews and Officer Vincard gave a thirty minute speech about mutants, and the dangers of knowing them. It was bothering that they looked familiar from somewhere, and that made me uncomfortable even more. A screen began to lower in the auditorium.

"We have a video of a mutant using its power's that came in yesterday night." Officer Vincard said as Officer Matthews played the video. It was the video of what I had did yesterday night, but the stuff that the guy did didn't make it into the video. The video even showed Peter, great I thought, I got him in my mess. When the video was over Officer Matthews began to speak.

"Now you know the dangers of mutants. Do you have any questions?" I raised my hand, when I did that Peter looked at me like I was crazy.

"Yes Miss. Manz, oh and it's nice to see you again."

"Yeah you to," I continued with my question "Would Spider-Man be considered a mutant?"

"That's a great question," Officer Vincard began, "No, he wouldn't, we have photos of him with some sort of web slinger, but he's still wanted by the police." I nodded my head. After a few more questions we went to lunch. I had a feeling that both Peter and myself were in danger, and it was all because of me.


	16. Chapter 16

Chapter 16 the plan

"Did you see how nervous we made them?"

"Yes I did, but honestly Chris…"

"And Peter was trying to calm Willow down, classic."

"Chris you forgot the disguises."

"I fell asleep okay."

"Yeah, but still."

"Iris calm down, she doesn't recognize us from the paper Charles gave her the other day."

"Okay, maybe you're right. Oh Chris you're making the plan."

"Done."

"What?"

"I already made the plan."

"Okay, what are we going to do?"

"Attack where it's going to hurt them the most, for Peter his aunt, and for Willow her Uncle."

"Let me guess," Iris began, "we're going to attack the Uncle first?"

"Yes, get the strongest out of the way, and then we get the weakest out of the way."

"I like it, but wait when did you come up with this?"

"Yesterday night."

"So, you didn't fall asleep?"

"Busted." Iris went over to Chris and put her arms around his neck.

"So, what's the plan, captain?" Chris began to tell Iris the plan to hit Peter and Willow where it hurt, in the heart.


	17. Chapter 17

Chapter 17 Dinner with Peter

The school week was long and tiring. I couldn't focus at all, and that's because that all school assembly scared me out of my wits. I couldn't focus, and I couldn't sleep. I was drinking coffee like my life depended on it. At one point Peter took my coffee away. Anyways, I had one thing to look forward to, and that was having dinner with Peter, even though we were eating dinner at my house my Uncle's supervision of course, it around the time when Peter was coming when I had a talk with my Uncle.

"I don't know what you're so worried about Phil."

"How do I know that you're not going to tell Peter that you're a mutant." I was about to reply, but we heard a knock on the door. I walked over to the door I paused before I opened it.

"Don't worry." I said before opening the door to let Peter in.

"Hey," Peter said with a smile on his face."

"Hey," I said, I looked at the top of the stairs. "Peter this is my Uncle Phil." At that my Uncle started to walk down the stairs. Peter extended his hand.

"Hi, I'm Peter." My Uncle took extended his hand, and shook hands with Peter.

"It's nice to meet you Peter." The buzzer on the oven went off. "Dinner's ready." With that we went upstairs to the kitchen. During dinner My Uncle was asking Peter a bunch of questions, and I felt like I was watching an interrogation. After a while I excused myself to the bathroom. Peter was about to say something when my Uncle finally realized where he recognized Peter from.

"Listen Peter, I think you're a really great person, but I want you to stay away from Willow."

"I'm sorry sir, I don't understand."

"I know who you are, I know that you're Spider-Man." It was that moment when I came walked back in the kitchen.

"Phil we need to talk."

"Should I go…."

"Yes."

"No." Peter looked conflicted. "Peter please stay, I'll be right back." With that I drugged my Uncle into the other room.

'"Really Phil, really?"

"I don't want you near him."

"Why? Because of what I can do?"

"Keep it down Willow, he might hear you."

"He already knows."

"What?"

"It's a long story."

"I don't think he should go, and I think you should stay away from him." I walked into the kitchen and found Peter. I took him by his hood and dragged him down the stairs. I grabbed my sweatshirt, and put it on.

"Where are you going?"

I replied with one word "Out" I left the house, and when I came home I got one hell of a surprise.


	18. Chapter 18

Chapter 18 a shot close to the heart

"They're gone." Iris stated

"Good, let's go." Chris and Iris were in different trees watching the house.

"Got the bullets?"

"Always."

"How about a gun?"

"All the time Chris." Phil was talking to Nick Fury the head of S.H.I.E.L.D on the phone. Fury was saying that Phil was over reacting when bullet after bullet was shot. They all missed expect for one, and that one hit Phil close to the heart. Phil fell to the ground, and dropped the phone.

"Phil, Phil do you copy?" Fury's voice rang out on the other end of the phone. Fury began giving orders to another agent telling them to check the house.

"Did you get him Iris?"

"Yup, now let's go, before they come back, or S.H.I.E.L.D comes.


	19. Chapter 19

Chapter 19 at home surprise

Peter walked me home after about a thirty minute conversation.

"Are you sure you're okay."

I nodded "Yeah, I'll be fine." I said as we turning on my street. I looked towards the house and saw S.H.I.E.L.D vans parked in the driveway.

"Shit," I whispered.

"What?" Peter asked me completely confused.

"My Uncle works for them." I said running towards my house, with Peter behind me.

"Willow." I heard fury say.

"Fury, what's going on?" Fury looked at Peter and then at me.

"Willow, it appears your Uncle was shot at multiple times, one bullet hit him, and that bullet could be enough to kill him." I almost fell on the ground; it's a good thing that Peter was behind me. I heard ringing in my ears, and a mix of emotions run through me sorrow, pain, guilt, and anger.

"We're going to need you to come with us." Peter looked at me

"Are you going to be okay?"

"Yeah." I said my voice cracking as tears came to my eyes. Peter pulled me into a hug. As I began to sob he began to stroke my hair. He was telling me that my Uncle was going to be okay, and even though I wanted to believe him I couldn't. Peter pulled away.

"I'll be right back." He said, and I saw him go over and talk to Fury. Before I knew what was happening Peter and I were both in the back of a S.H.I.E.L.D van on our way to the nearest base.


	20. Chapter 20

Chapter 20 sorrow followed by good news

When we reached the S.H.I.E.L.D base I was somewhat amazed with what I saw, but I was too upset to care. My uncle was shot because I had to flip out and leave. It was my fault if my Uncle dies, no matter how many times Peter, Nick, or other agents tried to convince me that it isn't my fault, I thought differently.

"Willow, it's not your fault." Peter said trying to convince me.

"Yes it is Peter, if I was the one that flipped out and left.

"So you're saying that if we wouldn't have been there, your Uncle wouldn't have been shot?"

"No, what I'm saying is we, you, me could have done something to prevent him from being shot." We fell silent for a while until Peter broke it,

"You know when my Uncle Ben was shot I thought it was my fault because I left the house and he went after me." I looked at him and he continued, "But then I realized it wasn't my fault, sometimes things happen like it's that persons fate, that persons destiny, and that's something you can't escape." We were about to kiss when Nick entered the room.

"Willow, we have some good news, your Uncle is doing fine, he just got done with surgery, and he's currently resting." After that Fury walked away.

"Do you want to see him?"

"No I think I'll let him rest." Peter put an arm around me and held me close. My uncle was going to be fine; Peter and I are going to be fine I thought as I put my head on Peter's shoulder. I was right about one thing; Phil was going to be fine. Peter and I had a battle to win, and it wasn't going to end pretty.


	21. Chapter 21

Chapter 21 A night with Peter turns into a night in a cell

It was Saturday night when I spent the night at Peters. When his Aunt pulled into the drive way I saw the familiar duplex.

"Thanks for letting me stay the night Mrs. Parker."

"Oh, it's no problem dear, just make yourself at home." When we got inside I looked around, it really was a nice house, I didn't notice it because last time I was here I was crying my eyes out like a little kid when they got spanked. I felt someone wrap their arms around me.

"Are you okay?" I turned around and kissed Peter on the lips.

"I'm okay," I replied.

After dinner that night I took a steamy hot shower. The water was hotter than what it should normally be because I made it hotter with my mutation. The hot water helped me clear my mind, it helped me see. And when I say see I mean see the future. I know pretty flipping cool right. What I saw that night wasn't a pretty sight. I saw a tall dark cell, but yet I saw light. I heard to familiar voices, Chris and Iris. Then I saw what scared me the most, I saw someone plunge to their death, that person, me. I knew in that moment I was going to die. I didn't want to die, but I knew it was my fate, my destiny, something I couldn't escape no matter how hard I'd try. I silently cried for a while thinking of Peter and Phil, I loved them both so much it was that moment I decided to keep my death a secret. When I was done with getting ready for bed I mumbled something about going to bed to Peter and his Aunt May. As soon as I hit the bed in the guest bedroom I fell into a deep slumber.

I knew what this was from, my vision. I felt a sharp needle go into my arm.

"Ouch!" I yelled, as I tried getting up, but I couldn't I was strapped down to a table. I struggled to get free, but the more I struggled the tighter the straps got. The only thing I could think of doing was burning the straps. That didn't work at all, if anything the straps got tighter.

"The more you struggle Miss. Manz the tighter the straps are going to get."

"Chris," I stated harshly.

"And Iris," Iris added in probably not wanting to be left out.

"And Iris," I added just as harshly.

"Someone's cranky," Iris said shinning a bright light in my eyes." Iris clicked off the light, "You know you were right Chris killing Phil was a good idea, too bad it didn't work out." Chris looked like he was about to say something, but then decided against it.

"You're idea of cloning Willow is just as good." When I heard Iris say that, I really began to freak out, I struggled more and more, and when I did that the straps got tighter and tighter. I began to get tears in my eyes, but I quickly blinked them back.

"Why don't my powers work?"

"Chris is really smart Willow; he made sure your powers wouldn't work here."

"You're not really cops are you?"

"No we're not; we don't get along with authority." Chris went over and pressed a button and the floor opened. Iris unstrapped me and shoved me in the hole. This is it I thought as I was falling; this is the end of me. I hit the floor, I looked up and the hole closed. I got up, I was fine, that wasn't my death, I can still live another day for now. And I was going to make every day count.


	22. Chapter 22

Chapter 22 "Let me go" "Okay"

I must have fallen asleep because when I woke up I was on a cold table again. I got up and didn't feel any tightness. I began to think it was a dream, but when I heard a deep husky voice I dismissed that thought.

"Willow you're awake." Chris said like he was expecting me to still be asleep.

"Let me go," I said with a hint of fear in my voice.

"Okay we're done with you." Chris said grabbing me by the arm.

"Why did you need me?" I asked as I was being rushed.

"We needed more of you." I was about to ask something else when I saw on the T.V. that I had been missing for three days. A whole three days. I couldn't help, but think about my Uncle and Peter. How did they react? Are they trying to find me?

When we finally reached the door, Chris opened it and shoved me out. I tried to get a look at the building, but it turned invisible. Un-flipping believable. I began to walk; I walked for what seemed like forever until I saw a familiar base. When I saw the base I began to run, I wasn't going to die, I was going to live to see another day; the only question on my mind was how many?


	23. Chapter 23

Chapter 23 warm hugs and questions

Many security guards didn't know I was missing. I told them I was there to see Phil and they let me in. The guards didn't even know Phil was at home. I reached the front door and heard two familiar voices call my name. Those voices belonged to Clint Barton and Natasha Romanoff. Before I knew it I was receiving hugs from the both of them. I was also being asked questions like, are you okay? And if I knew who had kidnaped me, and a bunch of other questions. I told them that Chris and Iris were mutants. I told them this when I was getting checked out in a medical exam room. Phil was on his way to the base, and Peter was at school. When Phil got to the base Clint and Natasha thought they saw a ghost because Phil was supposed to be dead because Loki apparently killed him. When Clint and Natasha were done talking to Phil, Phil rushed into the room, and gave me a hug.

"Are you okay?" Phil softly asked me. I nodded my head; I don't think I've ever been so happy to see anyone in my life. When we left the base, we had to go to the police station; we were disusing what had happened to me, and what I should tell the cops.

When we got to the police station they were asking me a bunch of questions and I answered most of them truthfully. When we were done there I had to go to the hospital to get checked out again. Phil and I talked the whole day; I could tell he missed me a lot. To say he was happy was an understatement. But soon he would be he would be depressed because I would be dead. I was tempted to tell him, but I knew it would break his heart so I decided against it. I knew he wouldn't want me to fight the battle that was a head, but I had to fight it, this battle was personal, Chris and Iris hurt my Uncle and I was determined to make them hurt. I knew I couldn't fight the battle alone, I knew I was going to have to ask Peter, and I knew he would be happy to help.

"Hey Phil."

"Yeah?"

"Would it be okay if I hung out with Peter later?"

"Sure, you know he's really grown on me." I smiled when my Uncle told me that. I couldn't wait to see Peter later, I really missed him, and I couldn't wait to hang out with him. Little did I know the battle that would change my life would happen that night.


	24. Chapter 24

Chapter 24 home sweet home, I got to go.

It was 6:00 on Tuesday night when I finished tying my shoes. I looked in the mirror and smiled, but the smile wasn't real. I was going to die, it may not be tonight, but I was going to die soon. I heard the doorbell ring and I headed down stairs when an arm stopped me.

"Be safe."

"I will," I said and hugged my Uncle, one day I'm not going to be able to hug him, I thought as I walked down the stairs. When I opened the door I saw a smiling Peter Parker in front of me.

"Hey," Peter said and smiled warmly at me.

"Hey," I said in reply, and suddenly I got a gut feeling I wasn't going to be alive much longer. I knew it in my gut that tonight was it for me. Peter put an arm around me as we walked off the porch. Peter and I talked about my kidnaping and how I'm sure that Chris and Iris cloned me. After I told him about that we talked and laughed, it lightened my mood a little for a dead girl walking. We turned a corner and saw the famous Oscorp tower.

"It's bigger than I thought."

"Yeah," Peter said, I noticed tears in his eyes.

"Are you okay?" I asked Peter, he looked at me and nodded. We were about to walk away when something caught Peters' eyes.

"Hey, Willow, you said you think they might have cloned you right?"

"Yeah, why do you ask?"

"Because I'm looking at one," Peter said pointing to the of the Oscorp tower. It was that moment when I realized my death was right around the corner.

"Hey Peter, do you have your uniform?"

"Always," Peter said rushing me and him into an ally."

"Good, because I could use some help."

"No, you're not doing this; you're not risking your life, it's too dangerous

"Peter I get that, but I'm helping this is way too personal for me to sit out. Plus I know how to fight, I learned at the school." Peter gave me an uneasy look. I kissed him before he put his mask on. "I'll be fine." I said, and then we were off. That was the last kiss I'd get and I knew that. Before we began fighting I texted Phil telling him I loved him. This is it I thought.


	25. Chapter 25

Chapter 25 fight

I took my time to admire Peter in his skin tight suit; I have to admit he looked hot. But that doesn't matter there is fighting to be done, and a death to die. When we reached the top on the re-built Oscorp tower we were face to face with Chris and the Willow Clones.

"Are you sure you want to do this?"

"I'm sure," I said, but was I sure. I didn't want to Peter to fight alone, and I also didn't want to die. But then I remembered what Peter told me about fate and destiny, if I tried to escape it, I'd die shortly after. Peter tried to convince me not to fight, but I was dying that night, I might as well die fighting.

"I don't think you should fight, please I can't lose you."

"You're not going to lose me Peter, when this is over I'll be breathing, I'll be alive, I promise." I flat out lied to his face; it killed me inside, more than I would die on the outside.  
>While we were talking we forgot about the clones. I looked back to where the clones used to be.<p>

"Peter, where did the clones go?" Peter looked at where the clones used to be.

"I don't know," Peter replied. Then suddenly we were on the ground. Behind us, duh. The fight had begun. The clones had the upper hand right away. And there were a lot of clones, and to make it even worse they all had my multiple mutations. Peter looked at me.

"You can do all of this?"

"Yeah," I said before a clone attempted to kick me in face. I caught its foot, and yanked the clone down. I was able to stand up, I looked over at peter, he was dealing with a clone, and the clone was winning. I froze the clone, but I almost hit Peter. Peter looked at me bugged eyed.

"Sorry," I said, Peter was about to say something and I turned around and kicked a clone right off the building. I turned around to look at peter. The clone that I'd just frozen was slowly melting the ice. I quickly burned the ice around the clone.

"What are you doing?" Peter asked, after he killed another clone.

"This," I said, the next thing Peter saw was a bunch of rocks fly at the clone. The clone was instantly down. After about another five minutes we had killed the rest of the clones. Maybe I thought I wasn't going to die after all. I ran up to Peter and gave him a hug. Peter really didn't understand why I was hugging him, but he hugged me back anyways. I felt something grab my foot. I screamed but quickly burned the clone. The clone fell on top of a wrecked Taxi, and that started a blazing fire. But I didn't care. I reached up and took off Peter's mask so I could see his lips, and kissed him. Fire, I was surrounded by fire, I was falling fast. I broke away from the kiss.

"We're not done yet." I said with dread in my voice.

"How do you know that?"

"I saw it." I replied with the same amount of dread in my voice, I was still going to die that night. As soon as I thought that thought the last Willow clone showed up, it was about ten feet tall. I felt my breath get caught in my throat. This is it.

"You ready?" I asked Peter hiding the dread in my voice with determination.

"Yeah, let's do this," Peter said with equal determination. If only he knew I thought. We began to battle again. This one was really kicking the shit out of us, but somehow we got the upper hand. Our last battle was begging to go good, but I knew I was still going to die. Fire trucks were now at Oscorp tower along with News Reports, and the Police. I was about to kill the last clone, and call my fate, my destiny. When suddenly the clone got the upper hand, the clone held me with one hand around me throat. The clone smiled a sinister smiled and let go. I heard Peter yell no when I hit the ground.


	26. Chapter 26

. Chapter 26 I'm alive

I was on fire when I fell; I had try to burn the clones' hand, but failed. I was on fire when I hit the ground of fire. That's what caused me to live. I ran to my house using my invisible mutation. I climbed in my room using the window. I looked around my room. I had a decision to make. Show Peter that I'm still alive, or act like I'm dead. I thought of how Peter was ready to fight alone, I thought of my Uncle being shot when I made my choice. I was going to act like I was dead; I needed to act like I was dead to protect the people I loved. Phil could have died that night, and Peter could have died tonight because of me. I reached under my mattress and grabbed my diary. I sat down and wrote about my apparent death. I put the diary back under my mattress, and put the diary back. Then I grabbed a piece of notebook paper and wrote a note on it.

_Dear Peter and Uncle Phi,_

_I love you both with all my heart, I never wanted this to happen, it was my fate, my destiny, and it was my choice. I sit here writing this with tears in my eyes. I'm so sorry, I never wanted hurt either one of you, but now I have. I want the both of you to know I love you, and no matter where you go in life I will be there. I love you, both you of. Stay strong_

_X-Willow_

I folded up the paper, I'm doing this to protect them, I thought to myself. I heard the doorbell ring; I put the notebook paper back on my desk and went out the window, and shut it. Off I was, on my own, protecting the people I love.


	27. Chapter 27

Chapter 27 when people say I've got some bad news it's followed by tears

Phil heard the doorbell ring, he thought it was weird, 'why would Willow ring the doorbell when she lives here?' Phil thought as he opened the door. When Phil opened the door Peter was there, but I wasn't there with him.

"Hey Peter where willow?"

"Sir I'm so sorry…."

"What do you mean by you're sorry?"

"Willow, she, she died."

I walked back to the house, I had to see this, I needed to see this, when I reached the house my Uncle and Peter were talking.

"What do you mean she's dead? I saw her about an hour ago!" Phil looked at the news on the T.V. and sure enough her fall was on there. You could see Peter barley able to get up.

"Oh my god," Phil said "Why did you let her fight, and more importantly why didn't you save her?"

"I protested, but she kept insisting, and to answer your second question sir, I couldn't, I was too weak, I'm sorry, and it's my entire fault. Phil looked at Peter and began to cry, and Peter let the teats he was holding back fall free.

"Come in Peter." Peter went in, they were so upset, I wanted to put my arms around them, but I couldn't, it would blow my cover. They continued to cry over my apparent death, as I turned around and left.


	28. Chapter 28

Chapter 28 she has gift multiple ones

It was Wednesday night and it was two days until my funeral. Charles, Susan, and Logan were visiting my Uncle and Peter because were done battling Magneto. It looked like Logan didn't want to be there, but that didn't surprise me. I listened as Charles and Susan told Phil my last living family member and Peter the love of my life about my multiple mutations. Peter and Phil were shocked that I could do all of that. I looked around the room, Phil and Peter were both broken, shattered, I was about to wrap my arms around them, but didn't. It took all the self-control in the world not to hug the life out of them. I heard Charles, Susan, and Logan say that they'd see them on Friday, and saw Peter and Phil say the same. See you Friday Charles, Logan, and Susan I thought to myself before they left.


	29. Chapter 29

Chapter 29 Room searching

Thursday night S.H.I.E.L.D agents came over and had a room search. They were tearing through everything. The first thing they gave Phil and Peter to look at was the note I wrote them. They were truly a mess over that. Peter remembered the talk he gave me about fate and destiny and that broke him more than it broke Phil. It made me feel like a shitty person, but then I remembered I was doing this to protect them. Maria Hill found my diary and gave it to Phil and Peter to look at; the diary broke them the most. I can see why. Phil and Peter were becoming really close ever since my death though. They even planned my funeral together. It calms me down knowing that they are coping with my "Death" through each other. When the agents were done with the room search they left. Peter left shortly after.

"See you tomorrow sir."

"See you tomorrow Peter."

"See you tomorrow guys." I whispered so quite that they couldn't hear me. I went out the door next to Peter.


	30. Chapter 30

Chapter 30 saying goodbye and watching from a distance

I watched my funeral from a distance, there was no body, and the cops said it probably burned instantly. Peter, Phil, Charles, Susan, Logan, Nick Fury, other S.H. .D agents, and my old fellow teachers and peers all gathered at the cemetery to say goodbye, as I watched from a distance. The preacher said his final words as the buried the casket with letters and pictures. I saw a lot of tears that day, hell, I even cried myself. I knew it was going to be hard to live without Phil and Peter, but deep, deep, deep down inside I knew I could do it. They started putting dirt on my body, and everyone turned to leave except for three, Charles, Logan, and Susan.

"She's still here, I can feel it." I heard Charles say

"She's dead." Susan stated.

"I feel like someone's here, but it's not willow." Logan said. Charles was right I was there. I was invisible, and Charles was looking right at me. All of a sudden they all turned to leave. I sighed in relief. It suddenly began to rain, and it got dark very fast. I turned back to visible and began to walk. I thought Charles, Logan, and Susan left, but I was wrong. I stepped on a stick 'Crap." Then I heard Logan whisper my name

"Willow." It was that moment I knew I was busted.


	31. Chapter 31

Epilogue

Susan touched my arm. Crap. They asked me a bunch of questions. There was no way I would have made it out of that fire alive. They looked at each other unaware what they should do. They finally told me I was going to live at the school with them. I agreed.

One year later

I've been living at the school for a year now, and I like it. I checked up on Peter and Phil every once and a while. It took me an entire year to get over Peter, but I still miss him every day. I sometimes find myself wanting to kiss him. But I know I can't. I miss my Uncle, but I'm glad he's okay even though he's been doing more missions lately. I'm currently dating Logan. Things are going very well for me. But as we all know happiness doesn't last. And sometime very soon people will find out that I am alive.

That's it for a Widows Shade in a Spiders Web, there will be a sequel.


End file.
